HomeMy WebLinkAboutAmendment to Lease Agreement - Parks Vehicle Lease1316 COUNTY -CITY BUILDING
227 W. JEFFERSON BOULEVARD
SOUTH BEND_ INDIANA 46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
August 9, 2016
Mr. Alan Zuelke
PNC Equipment Finance, LLC
995 Dalton Ave
Cincinnati, OH 45203
PHONE 574/235-9251
FAX 574/235-9171
RE: Amendment to Lease Purchase Agreement — Parks Department Vehicle Lease
Dear Mr. Zuelke:
The Board of Public Works, at its meeting held on August 9, 2016, approved the above
referenced amendment in the amount of $78,808.00 for a new total of $4,071,356.72.
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
c: John Murphy, Finance and Administration
GARY A. GILOT DAVID P. RELOS ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU
B PNC
EQUIPMENT FINANCE
July 7, 2016
Ms. Jennifer C. Hockenhull, CPA
Deputy City Controller
City of South Bend
Department of Administration and Finance
227 W. Jefferson Boulevard
South Bend, IN 46601
Via Email: Ihockenh@southbendin.gov
RE: Request for Proposals, Tax Exempt Municipal Lease Financing— Lease Purchase Financing (the "RFP")
Dear Ms. Hockenhull,
PNC Equipment Finance, LLC for itself, its successors and assigns, is pleased to submit this tax-exempt Lease
Purchase Agreement Proposal (the "Proposal") to the City of South Bend forthe purchase of Capital Equipment
and Vehicles (further described below). Our Proposal is as follows:
LESSEE:
LESSOR:
City of South Bend
PNC Equipment Finance, LLC
TYPE OF FINANCING: Tax-exempt Lease Purchase Agreement (the "Agreement") with $1.00
buyout option at end of lease term. Said Agreement shall be a net lease
arrangement whereby Lessee is responsible for all costs of operation,
maintenance, insurance and taxes.
NON -BANK QUALIFICATION: This Proposal assumes that the Lessee will be issuing more than $10
million in tax-exempt debt during calendar year2016. Furthermore,it
is assumed that the Lessee will NOT designate this issue as a qualified
tax-exempt obligation pursuant to Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"). A portion of each
Lease Payment allocated as "interest" will be excludable from the gross
income for federal income tax purposes pursuant to Section 103(a) of
the Code.
FINANCED AMOUNT:
PAYMENT MODE/FREQUENCY:
LEASE TERM:
LEASE RATE:
$78,808.00
Semi -Annual in Arrears
(first due January 14, 2017)
Five (5) Years
1.522%
LEASE PAYMENTS: Ten (10) Principal and Interest payments.
City of South Bend
Request for Proposals, Tax Exempt Municipal Lease Financing - Lease Purchase Financing
July 7, 2016
TYPE OF EQUIPMENT/PROJECT: Parks & Recreation Department- Pickup Truck $ 78,808.00
Total Equip ment/Vehicle Cost: $ 78,808.00
All prices, terms, conditions and selection are solely by Lessee.
ESCROW FUNDING OPTION: At lease closing, Lessor shall fund the entire Financed Amount into an
escrow account from which disbursements will be made to the existing
Lessor and to equipment provider(s) as directed. Escrow agent will
either be Lessor or third -party provider selected by Lessor and
approved by Lessee. All escrow earnings will be for the benefit of
Lessee. A set-up fee for Lessor's escrow arrangement will be $250.00,
due at lease closing.
INSURANCE: The Lessee shall furnish confirmation of all risk physical damage
insurance coverage forthefull cost of the property. In addition, Lessee
shall provide $2 million combined single limit property damage and
bodily injury insurance coveringthe property. Lessorshall be named as
loss payee and additional insured on such coverage.
AUTHORIZED SIGNORS: The Lessee's governing board shall provide Lessorwith its resolution or
ordinance authorizing this Agreement and shall designate the
individual(s) to execute the Agreement used therein.
LEGAL OPINION: The Lessee's counsel shall furnish Lessor with an opinion coveringthis
Agreement. This opinion shall be in a form and substance satisfactory
to Lessor at Lessee's cost.
LEGAL TITLE: Legal title to the equipment during the lease term shall vest in the
Lessee, with Lessor perfecting a first security interest through uniform
commercial code filing or any other such instruments as may be
required by law. Upon performance of the terms and conditions of the
Agreement, the Lessee shall have the option to purchase all equipment
for $1.00.
DOCUMENTATION: Lessor shall provide the Agreement. Lessor recommends a Lease
Schedule under the existing Master Equipment Lease -Purchase
Agreement dated May 15, 2012 as executed between Lessee and Lessor
for this transaction.
PREPAYMENT OPTION: So long as Lessee is not in default of the Agreement, Lessee shall have
the option of paying off this transaction according to the Termination
Values listed on the Amortization Schedules as provided in this
Proposal. Partial prepayments will not be permitted under this
Agreement.
This Proposal is subject to final credit approval by Lessor and approval of Agreement in Lessor's sole discretion.
To render a credit decision, Lessee shall provide Lessor with its most recentlyaudited financial statement and a
copy of its most current year's budget.
I trust that you will find the contents of this Proposal to your satisfaction. If you should have any questions please
contact Alan Zuelke at 614-463-6580 or toll free at 866-215-9619 ext. 2.
City of South Bend
Request for Proposals, Tax Exempt Municipal Lease Financing - Lease Purchase Financing
July 7, 2016
Sincerely,
PNC Equipment Finance, LLC
Dan Wong
Executive Vice President
ACCEPTED BY: City of South Bend
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E28
LEASE SCHEDULE No. 199253000
Dated as of July 21, 2016
This Lease Schedule (this "Schedule") relates to the Master Equipment Lease -Purchase
Agreement referenced below and, together with the terms and conditions of the Master Lease
incorporated herein by reference, constitutes a Lease. Unless otherwise defined herein, capitalized
terms will have the same meaning ascribed to them in the Master Lease. All terms and conditions
of the Master Lease are incorporated herein by reference.
Master Equipment Lease -Purchase Agreement dated May 15, 2012,
Equipment Description. As used in the Lease, "Equipment" means all of the property
described in Schedule A-1 attached to this Schedule and all attachments, additions,
accessions, parts, repairs, improvements, replacements and substitutions thereto.
2. Rent Payments; Lease Term. The Rent Payments to be paid by Lessee to Lessor, the
Commencement Date of this Lease and the Lease Term of this Lease are set forth on the
Payment Schedule attached to this Schedule.
3. Essential Use; Current Intent of Lessee. Lessee represents that (a) the use of the Equipment
is essential to Lessee's proper, efficient and economic functioning or to the services that
Lessee provides to its citizens, (b) the Equipment will be used by Lessee only for the purpose
of performing its governmental or proprietary functions consistent with the permissible scope
of its authority and will not be used in a trade or business of any person or entity, and (c) the
useful life of the Equipment is not less than the stated full Lease Term of this Lease. Lessee
has determined that a present need exists for the Equipment which need is not temporary or
expected to diminish in the near future. Lessee currently intends for the full Lease Term: to
use the Equipment; to continue this Lease; and to make Rent Payments so long as funds are
appropriated by its governing body for the succeeding fiscal year.
4. Re Afftrmation of the Master Lease Representations, Warranties and Covenants. Lessee
hereby represents, warrants and covenants that its representations, warranties and covenants
set forth in the Master Lease (particularly Sections 6.1 and 16 thereof) are true and correct
as though made on the date of execution of this Schedule.
5. RESERVED.
City of South Bend, as Lessee PNC Equipment Finance, LLC, as Lessor
Board of Public Works
Name:
Title:
Counterpart No. of _ manually executed and serially numbered counterparts. To the
extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial Code), no
security or ownership interest herein may be created through the transfer or possession of any
Counterpart other than Counterpart No. 1.
-2-
E34
FORM OF OPINION OF LESSEE'S COUNSEL
(PLEASE FURNISH THIS TEXT ON ATTORNEY'S LETTERHEAD)
Date of Opinion
PNC Equipment Finance, LLC
155 E Broad Street
Columbus, OH 43215
Re: Master Equipment Lease -Purchase Agreement
dated May 15, 2012, Lease Schedules thereto
and related Escrow Agreement
Ladies and Gentlemen:
As counsel for City of South Bend ("Lessee "), I have examined the Master Equipment Lease -Purchase
Agreement duly executed by Lessee and dated May 15, 2012 (the "Master Lease "), which has been incorporated
by reference into Lease Schedule No. 199253000 dated July 21, 2016 (the "Original Lease Schedule"), each
between Lessee and PNC Equipment Finance, LLC, as lessor ("Lessor"), the Schedule A-1 attached to the
Original Lease Schedule (the "Original Payment Schedule "), the Escrow Agreement dated July 21, 2016 (the
"Original Escrow Agreement"), among Lessee, Lessor and the escrow agent therein identified, and the
proceedings taken by the governing body of Lessee to authorize on behalf of Lessee the execution and delivery
of the Master Lease, the Original Lease Schedule, the Original Payment Schedule, the Original Escrow Agreement
and all additional lease schedules and related payment schedules and escrow agreements to be entered into
pursuant to the Master Lease (each of which is herein referred to as an "Additional Lease Schedule ") and to be
executed and delivered by the same authorized officers on behalf of Lessee in substantially the same manner and
in substantially the same form as the Original Lease Schedule. The Original Lease Schedule, which incorporates
by reference the terms and conditions of the Master Lease, and the related Original Payment Schedule and
Original Escrow Agreement are herein collectively referred to as the "Lease. " Any Additional Lease Schedule,
which incorporates by reference the terms and conditions of the Master Lease, and the related payment schedule
and escrow agreement are herein collectively referred to as an "Additional Lease. "
Based upon the foregoing examination and upon an examination of such other documents and matters of
law as I have deemed necessary or appropriate, I am of the opinion that:
1. Lessee is duly organized and legally existing as a political subdivision, municipal corporation or similar
public entity under the Constitution and laws of the State of Indiana with full power and authority to enter
into, and perform its obligations under, the Lease and each Additional Lease.
2. The Lease and each Additional Lease have each been duly authorized and have been or, with respect to
each Additional Lease, will be, duly executed and delivered by Lessee. Assuming due authorization,
execution and delivery thereof by Lessor, the Lease constitutes, and each Additional Lease will constitute,
the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their
respective terms, except to the extent limited by State and federal law affecting creditor's remedies and
by bankruptcy, reorganization, moratorium or other laws of general application relating to or affecting the
enforcement of creditors' rights.
3. Lessee has complied with any applicable property acquisition laws and public bidding requirements in
connection with the Lease, each Additional Lease and the transactions contemplated thereby.
4. To the best of my knowledge, there is no litigation or proceeding pending or threatened before any court,
administrative agency or governmental body that challenges: the organization or existence of Lessee; the
authority of its officers; the proper authorization, approval and execution of the Lease, any Additional
Lease or any documents relating thereto; the appropriation of monies to make payments under the Lease
or any Additional Lease; or the ability of Lessee otherwise to perform its obligations under the Lease or
any Additional Lease and the transactions contemplated thereby.
The resolution adopted by Lessee's governing body authorizing the execution and delivery of the Master
Lease, the Original Lease Schedule, the Original Escrow Agreement, the Additional Lease Schedules and
certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating
to the holding of open and public meetings.
6. The entering into and performance of the Lease and each Additional Lease do not and will not violate any
judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default
under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets
of Lessee or on the Equipment or the Escrow Fund (as each such term is defined in the Master Lease)
pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to
which Lessee is a party or by which it or its assets may be bound.
7. The correct legal name of Lessee for purposes of the Uniform Commercial Code in effect in the State is
This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease and each
Additional Lease.
Very truly yours,
Attorney
-2-
CO3
Master Equipment Lease -Purchase Agreement
Between
City of South Bend
And
PNC Equipment Finance, LLC
CLOSING INDEX
➢ Master Equipment Lease -Purchase Agreement —On File.
➢ Addendum to Master Equipment Lease -Purchase Agreement —On File.
➢ Lease Schedule A— Sign and title.
➢ Payment Schedule A-1 —Sign and provide title
➢ Amendment to Escrow Agreement —Sign and title
➢ Resolution— The resolution must reflect the title(s) of the individual(s) who have authorization to sign the
documents.
➢ Incumbency Certificate —Records show John Murphy and Linda Martin as authorized signors. If John and
Linda are no longer authorized to sign, please list your authorized signor(s) and title(s); have secretary or
appropriate trustee attest to the information and signature(s) provided by signing and printing his/her name,
title and date. The person who validates the signatures should not sign the lease documents.
➢ Minutes of Governing Body (approving the purchase & finance of equipment) —Please return a copy with
the documents.
➢ Opinion of Counsel - Enclosed is a template. Please ask your attorney to prepare on his/her letterhead, and
include all of the items in the template.
➢ Insurance Request Form — Fill in your insurer's information and sign. Please contact your insurer, prior to
delivery, to obtain a certificate of insurance.. Please enclose the certificate with the signed documentation
or have the insurer fax the certificate directly to me.
➢ Sales Tax Exemption Certificate —On File.
➢ IRS Form W-9 — On File
➢ IRS Form 8038GC -Sign, date, and title.
➢ Information Request -re: billing requirements and contact information
Please return the documents to PNC Equipment Finance, 155 E. Broad St., 134-13230-05-7, Columbus OH 43215 in
the postage paid envelope enclosed.
E28
SCHEDULE A-1
Attached to and made a part of that certain Lease Schedule No. 199253000 dated as of July 21, 2016 by
and between PNC Equipment Finance, LLC, as lessor, and City of South Bend, as lessee.
Commencement Date: July 21, 2016
1. EQUIPMENT LOCATION & DESCRIPTION:
City of South Bend, 227 W Jefferson Blvd, South Bend, IN 46601
Parks & Recreation — (2) 2016 '/ Ton Four Wheel Drive Pickup Truck
Parks & Recreation — (2) CNG Conversion Kits
2. LEASE PAYMENT SCHEDULE:
(a) Total Amount Financed:
(b) Interest Rate:
(c) Payment Schedule:
Rent Payment Rent Payment Rent Payment Interest
Number Date Amount Portion
$ 78,808.00
1.522%
Termination
Princinal Portion vahie .
1
1/17/2017
8,214.40
599.73
7,614.67
No Call
2
7/17/2017
8,214.40
541.78
7,672.62
No Call
3
1/17/2018
8,214.40
483.39
7,731.01
No Call
4
7/17/2018
8,214.40
424.56
7,789.84
49,439.86
5
1/17/2019
8,214.40
365.28
7,849.12
41,355.26
6
7/17/2019
8,214.40
305.55
7,908.85
33,209.15
7
1/17/2020
8,214.40
245.36
7,969.04
25,001.04
8
7/17/2020
8,214.40
184.72
8,029.68
16,730.47
9
1/17/2021
8,214.40
123.61
8,090.79
8,396.95
10
7/17/2021
8,214.40 1
62.02
8,152.38
1.00
. Assumes all Rent Payments and other amounts due on and prior to that date have been paid.
AMENDMENT TO ESCROW AGREEMENT
Dated July 21, 2016
This Amendment to Escrow Agreement made this 21 st day of July 2016, to the Escrow Agreement
dated June 17, 2016, ("Agreement') entered into by and between PNC Equipment Finance, LLC
("Lessor"), City of South Bend ("Lessee") and US Bank, National Association ("Escrow Agent')
and a Lease Schedule 198546000.
Whereas, the parties desire to increase the anticipated aggregate acquisition cost of the
Equipment.
NOW, THEREFORE, in consideration of the
contained, and for other good and valuable
acknowledged, the parties agree as follows:
promises and the mutual obligations herein
consideration, the receipt of which is hereby
1. Due to the equipment cost of $78,808.00 on Lease Schedule 199253000, paragraph
3 of the Agreement is amended by deleting the amount "3,992,548.72" and replacing
it with the amount "4,071,356.72".
2. Except as amended hereby, the Agreement shall remain in full force and effect and is
in all respects ratified and affirmed. Capitalized terms not otherwise defined shall have the
meaning set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment to Escrow Agreement by
their duly authorized officers as of the day set forth above.
Lessee: City of South Bend
M
0
Title:
Board of P b� Works
Lessor: PNC Equipment Finance, LLC
M
E24
CERTIFICATE OF INCUMBENCY
I, the undersigned, do hereby certify that I am the duly elected or appointed and acting
Secretary/Clerk of City of South Bend ( "Lessee "), a political subdivision duly organized and
existing under the laws of the State where Lessee is located, that I have the title stated below, and
that, as of the date hereof, the individuals named below are the duly elected or appointed officers
of Lessee holding the offices set forth opposite their respective names and are authorized on behalf
of Lessee to enter into (a) that certain Master Equipment Lease -Purchase Agreement dated May
15, 2012 (the "Master Lease ") and separate Lease Schedules relating thereto from time to time as
provided in the Master Lease (collectively, the "Schedules"), each between Lessee and PNC
Equipment Finance, LLC, as lessor, and (b) that certain Escrow Agreement dated June 17, 2016
(the "Escrow Agreement"), among Lessee, the foregoing lessor and the escrow agent therein
identified.
Name
Name
Title
Title
Signature
Signature
I hereby further certify that the individual named below holds the office set forth opposite
his/her name and is duly authorized to execute Requisition Requests, Certificates of Acceptance
and other documents under the Escrow Agreement or otherwise relating to the Master Lease and
the Schedules.
Name
Name
Title
Title
Signature
Signature
Name Title Signature
IN WITNESS WHEREOF, I have duly executed this Certificate and affixed the seal of Lessee
on this _ day of 2016.
LESSEE: City of South Bend
f SEAL]
(Secretary/Clerk)
Print Name:
Official Title:
(other than the person signing the documents)
E24
FoRm OF
AUTHORIZING RESOLUTION/EXTRACT OF MINUTES
At a duly called meeting of the governing body of City of South Bend, held in accordance
with all applicable legal requirements, including open meeting laws, on the day of
20, the following resolution was introduced and adopted:
A RESOLUTION OF THE GOVERNING BODY OF CITY OF SOUTH BEND AUTHORIZING
THE EXECUTION AND DELIVERY OF A MASTER EQUIPMENT LEASE -PURCHASE
AGREEMENT WITH PNC EQUIPMENT FINANCE, LLC, AS LESSOR, AND SEPARATE
LEASE SCHEDULES THERETO AND ESCROW AGREEMENT FOR THE ACQUISITION,
PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT WITHIN THE TERMS
HEREIN PROVIDED; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER
DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING ALL
OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS RESOLUTION.
WHEREAS, City of South Bend (the "Lessee"), a body politic and corporate duly organized
and existing as a political subdivision, municipal corporation or similar public entity of the State
of Indiana is authorized by the laws of the State of Indiana to purchase, acquire and lease certain
equipment and other property for the benefit of the Lessee and its inhabitants and to enter into
contracts with respect thereto; and
WHEREAS, the governing body of the Lessee (the "Board") has determined that a true and
very real need exists for the acquisition, purchase and financing of certain property consisting
of 2016 % Ton Four Wheel Drive Pickup Truck & CNG Conversion Kits (collectively, the
"Equipment") on the terms herein provided; and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that
certain Master Equipment Lease -Purchase Agreement (the "Master Lease ") with PNC Equipment
Finance, LLC as lessor (the "Lessor"), substantially in the proposed form presented to the Board
at this meeting, and separate Lease Schedules thereto substantially in the form attached to the
Master Lease and a separate Escrow Agreement substantially in the proposed form presented to
the Board at this meeting; and
WHEREAS, the Board deems it for the benefit of the Lessee and the efficient and effective
administration thereof to enter into the Master Lease and the separate Lease Schedules relating
thereto from time to time as provided in the Master Lease and an Escrow Agreement for the
purchase, acquisition, financing and leasing of the Equipment to be therein more specifically
described on the terms and conditions provided therein and herein;
NOW, THEREFORE, BE IT AND IT IS HERBY RESOLVED BY THE GOVERNING BODY OF THE
LESSEE AS FOLLOWS:
Section 1. It is hereby found and determined that the terms of the Master Lease
(including the form of Lease Schedule, Payment Schedule and Escrow Agreement attached
thereto), in the form presented to this meeting, are in the best interests of the Lessee for the
acquisition, purchase, financing and leasing of the Equipment.
Section 2. The form, terns and provisions of the Master Lease (including the form of
Lease Schedule, Payment Schedule and Escrow Agreement attached thereto) are hereby approved
in the forms presented at this meeting, with such insertions, omissions and changes as shall be
approved by the [insert title of officials] of the Lessee (the `Authorized
Officers ") executing the same, the execution of such documents being conclusive evidence of such
approval. The Authorized Officers of the Lessee are each hereby authorized and directed to sign
and deliver the Master Lease, each Lease Schedule thereto, each Payment Schedule relating
thereto, each Escrow Agreement relating thereto and any related exhibits attached thereto if and
when required; provided, however, that, without further authorization from the governing body of
the Lessee, (a) the aggregate principal component of Rent Payments under all Leases entered into
pursuant to the Master Lease shall not exceed $78,808.00; (b) the maximum tern under any Lease
entered into pursuant to the Master Lease shall not exceed 5 years; and (c) the maximum interest
rate used to determine the interest component of Rent Payments under each Lease shall not exceed
the lesser of the maximum rate permitted by law or ten percent (10%) per annum. The Authorized
Officers may sign and deliver Leases to the Lessor on behalf of the Lessee pursuant to the Master
Lease on such terms and conditions as they shall determine are in the best interests of the Lessee
up to the maximum aggregate principal component, maximum tern and maximum interest rate
provided above. The foregoing authorization shall remain in effect for a period of two years from
the date hereof during which the Authorized Officers are authorized to sign and deliver Leases
pursuant to the Master Lease and related Escrow Agreements on the terms and conditions herein
provided and to be provided in each such Lease.
Section 3. The Authorized Officers and other officers and employees of the Lessee shall
take all action necessary or reasonably required to carry out, give effect to and consummate the
transactions contemplated by the Master Lease and each Lease Schedule (including, but not limited
to, the execution and delivery of the certificates contemplated therein, including appropriate
arbitrage certifications) and to take all action necessary in conformity therewith, including, without
limitation, the execution and delivery of any closing and other documents required to be delivered
in connection with the Master Lease, each Lease Schedule and each Escrow Agreement.
Section 4. If any section, paragraph, clause or provision of this Resolution shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section,
paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.
Section S. Effective Date. This Resolution shall be effective immediately upon its
approval and adoption.
The undersigned further certifies that the above Resolution has not been repealed or
amended and remains in full force and effect and further certifies that the Master Lease (including
the form of Lease Schedule, Payment Schedule and Escrow Agreement attached thereto) are the
-2-
same as presented at said meeting of the governing body of Lessee, excepting only such changes,
insertions and omissions as shall have been approved by the officers who executed the same.
Date: 2016
[SEAL]
-3-
(Secretary/Clerk)
101
INSURANCE COVERAGE DISCLOSURE
PNC Equipment Finance, LLC, LESSOR
City of South Bend LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
In accordance with the Lease Schedule dated July 21, 2016, to the Master Equipment Lease -Purchase Agreement
dated May 15, 2012 and identified in the Lease Schedule, Lessee certifies that it has instructed the insurance agent
named below (please fill in name, address and telephone number):
to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form
Loss Payable Clause naming PNC Equipment Finance, LLC and/or its assigns as Lender Loss Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance, LLC and/or its
assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to PNC Equipment Finance, LLC, 995 Dalton Avenue, Cincinnati, OH 45203,
prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the Lease,
that it is lawfully self -insured as more fully described in the attached letter.
Lessee: City of South Bend
to
Name: Title:
N
INSURANCE INFORMATION
Please provide the following information to your insurance company to help expedite receipt of
the necessary coverage:
ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• PNC EQUIPMENT FINANCE, LLC MUST BE NAMED LENDER LOSS PAYEE AND ADDITIONAL
INSURED
• 30 Days' Notice of Cancellation
• Not Less than $2,000,000.00 limits on liability
• Certificate must reflect a short equipment description
• Certificate must reflect an expiration date
Certificate Holder Information:
PNC Equipment Finance, LLC,
its successors and/or all assigns
995 Dalton Avenue
Cincinnati, OH 45203
Please send a FAX copy of certificate to April Ponder at 866-728-4928.
The original should be mailed to the same at:
PNC Equipment Finance, LLC
995 Dalton Avenue
Cincinnati, OH 45203
Please call 614-463-6572, if you have any questions.
101
SELF-INSURANCE LETTER
[TO BE TYPED ON LESSEE'S LETTERHEAD]
[Date]
PNC Equipment Finance, LLC
995 Dalton Avenue
Cincinnati, OH 45203
Re: Master Equipment Lease -Purchase Agreement
dated as of May 15, 2012 and Lease Schedule thereto dated July 21 2016
Ladies and Gentlemen:
Under the above -referenced Lease Schedule, City of South Bend, as lessee ( "Lessee "), is
required to maintain certain insurance policies with respect to the Equipment subject thereto,
provided that insurance policies are not required if Lessee has an actuarially sound self-insurance
program that is acceptable to PNC Equipment Finance, LLC. This letter is for the purpose of
describing Lessee's self-insurance program.
[Describe self-insurance program for property damage - whether a self-insurance fund or
contingency fund is maintained; and whether there is an excess policy in which case an insurance
authorization letter must be attached.]
[Describe self-insurance program for public liability risks - whether a self-insurance fund
or contingency fund is maintained; whether the Lessee's public liability exposure is capped
pursuant to a Tort Claims Act; and whether the Lessee maintains an excess liability policy, in
which case an insurance authorization letter must be attached.]
Please do not hesitate to contact me if you have any questions concerning the self-insurance
described in this letter.
Very truly yours,
City of South Bend, as Lessee
IS
Name:
Title:
CO3
INFORMATION REQUEST
LESSEE NAME: City of South Bend
FEDERAL TAX I.D. # 35-6001201
BILLING ADDRESS:
Billing Contact
Street Address or Post Office Box
City, State and Zip
Phone Number Fax Number
Email Address
PHYSICAL ADDRESS (IF DIFFERENT):
Street Address or Post Office Box
City, State and Zip
Require Board Approval for Payments? Yes No
Board Meeting Date?
Require signed vouchers for payments? Yes No
We typically mail our invoices 30 days in advance. Taking into account a 7-day mail period, do you foresee any problem
that would prevent the payment from being received on or before the due date?
Yes No
Please list any special instructions below:
Form8038-GC Information Return for Small Tax -Exempt
Governmental Bond Issues, Leases, and Installment Sales
Department of the (Rev. January ► Under Internal Revenue Code section 149(e)
he Treasury T
Internal Revenue Service Caution: If the issue price of the issue is $100,000 ormore, use Form 8038-G.
name
5 Report number
or omer employee of issuer or designated contact person whom the IRS may call for more information 1 7
OMB No. 1545-0720
ilialili Description of Obligations check one: a single issue ❑ or a consolidated return ❑ .
8a Issue price of obligation(s) (see instructions) . . . . . . . . . . . . . . . . . .
b Issue date (single issue) or calendar date (consolidated). Enter date in mm/dd/yyyy format (for
example, 01/01/2009) (see instructions)► 07/21/2016
9 Amount of the reported obligation(s) on line 8a that is:
a For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . . . .
b For leases for office equipment . . . . . . . . . . . . . . . . . . . . . . .
c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . .
d For leases for other (see instructions) . . . . . . . . . . . . . . . . . . . . .
e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . .
f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . .
g For bank loans for real property . . . . . . . . . . . . . . . . . . . . . . .
h For bank loans for other (see instructions) . . . . . . . . . . . . . . . . . . .
1 Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . .
j Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank)
kOther . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this
11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see instructions) .
12 Vendor's or bank's name: PNC Equipment Finance, LLC.
13 Vendnr'.c or hank'c Pirr er iHt ntificatinn nnmhcr- 9
8a 78,808
00
9a 78,808
00
9b
9c
9d
9e
9f
9g
9h
91
9j
9k
box . . . . ►
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Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are
Signature
g
true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the persons)
that I have authorized above.
and
'Consent
Signature of issuer's authorized representative Date Type or print name and title
Paid
Prin ype preparers name
Preparer's signature
Date
Check ❑ if
PTIN
Preparer
I
self-employed
Use Only
Finn's name ►
Firm's EIN ►
Firm's address ►
Phone no.
General Instructions
Section references are to the Internal Revenue
Code unless otherwise noted.
What's New
The IRS has created a page on IRS.gov for
information about the Form 8038 series and
its instructions, at www.im.gov/formBO38.
Information about any future developments
affecting the Form 8038 series (such as
legislation enacted after we release it) will be
posted on that page.
Purpose of Form
Form 8038-GC is used by the issuers of tax-
exempt governmental obligations to provide
the IRS with the information required by
section 149(e) and to monitor the
requirements of sections 141 through 150.
Who Must File
Issuers of tax-exempt governmental
obligations with issue prices of less than
$100,000 must file Form 8038-GC.
Issuers of a tax-exempt governmental
obligation with an issue price of $100,000 or
more must file Form 8038-G, Information
Return for Tax -Exempt Governmental
Obligations.
Filing a separate return for a single issue.
Issuers have the option to file a separate
Form 8038-GC for any tax-exempt
governmental obligation with an issue price
of less than $100,000.
An issuer of a tax-exempt bond used to
finance construction expenditures must file a
separate Form 8038-GC for each issue to give
notice to the IRS that an election was made to
pay a penalty in lieu of arbitrage rebate (see
the line 11 instructions).
Filing a consolidated return for multiple
issues. For all tax-exempt governmental
obligations with issue prices of less than
$100,000 that are not reported on a separate
Form 8038-GC, an issuer must file a
consolidated information return including all
such issues issued within the calendar year.
Thus, an issuer may file a separate Form
8038-GC for each of a number of small issues
and report the remainder of small issues
issued during the calendar year on one
consolidated Form 8038-GC. However, if the
issue is a construction issue, a separate Form
8038-GC must be filed to give the IRS notice
of the election to pay a penalty in lieu of
arbitrage rebate.
Cat. No. 64108E Form 8038-GC (Rev. 1-2012)
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
DEPARTMENT OF PUBLIC WORKS
Eric Horvath, Director
June 16, 2016
Board of Public Works
1308 County -City Building
South Bend, IN 46601
Dear Board Members,
At the Board of Public Works meeting on June 14, 2016, the Board extended the previous award
of February 23, 2016 for two (2) 4x4 pickup trucks to Gates Chevrolet for $29,054.00 each.
Subsequent to the meeting the Park Department found the additional funds to add Alternate #3
(CNG System) to both trucks at a cost of $10,350.00 each for a total of $78,808.00.
If you have any questions or concerns regarding this matter please don't hesitate to call.
Sincerely, I-
Jeffrey D. Hudak, Manager
Central Services Division
JDH/sme
APPROVED
Board of Public Works
C
1316 COUNTv-Cnv BUILDING
227 W. JEPFERsoN BOULEVARD
SOU"TH BEND. INDIANA 46601-1830
Mr. Chris Dill
Gates Chevrolet
636 W. McKinley Ave
Mishawaka, IN 46545
O450U TA 8�'Y
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CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
June 28, 2016
PRONE 574/235-9251
FAX 574.'235-9171
RE: Amended Bid Extension — Six (6), More or Less, 2016 or Newer, 3/4 Ton, Four
Wheel Drive Pick Up Trucks, Spec K
Dear Mr. Dill:
The Board of Public Works, at its meeting held on June 28, 2016, amended the bid extension
awarded to you on June 14, 2016, to add the CNG option in the amount of $10,350.00 for two
vehicles for a new unit price amount of $39,404.00 for a new total of $78,808,00.
A representative from the City will contact you regarding the award extension.
Please call this office with any questions regarding this matter at (574) 235-9251.
Sincerely,
Linda M. Martin, Clerk
GARY A. G1LOT DAVID P. RELOS ELIZABETH A. MARADIK JAMEs A. MUELLER THERESE J. DORAU
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 7/22/16
Name John Murphy/Ron O'Connor Department Adm/Finance
BPW Date 8/9/16 H� Phone Extension 7678
Required Prior to Submittal to Board
Legal ® Attorney Name Michael Schmidt
Controller ® Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing ®
George King
Check the Appropriate Item Type — Required for All Submissions
®
Agreement
® Contract ❑ Proposal ❑ Addendum
❑
Professional Services
❑ Resolution
❑
Bid Opening
❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑
Quote Opening
❑ Quote Award
❑
Change Order No.
❑ C/O & PCA No. ❑ PCA
❑
Ease/Encroach.
❑ Traffic Control
®
Other: Capital Lease
Company or Vendor Name
PNC Equipment Finance
New Vendor
Ll Yes ®
No ❑ If Yes, Approved by Purchasing
MBE/WBE Contractor
❑ MBE ❑ WBE
Project Name
2016 Parks & Recreation Department Capital Lease Amendment
Project Number
None
Funding Source
Parks & Recreation Fund 201
Account No.
201-1101-452-37-11 principal) 201-1101-452-37-12
Amount
$ 78,808.00
Terms of Contract
Amendment to the five-year capital lease with PNC Equipment Finance
approved by the BPW on May 24, 2016 to increase the borrowing amount
by $78,808.00 to purchase two additional vehicles for the Parks &
Recreation Department. PNC agreed to hold the interest rate at 1.522%
Purpose/Description
❑ Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.)
Required For Change Orders Only
Amount of H Increase
❑ Decrease
Previous Amount $
Current Percent of Change:
New Amount
Total Percent of Change:
Dispersal After Approval
Copy
Original
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